| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 17, 2020, the Board of Directors (the “Board”) of Brightcove Inc. (the “Company”) appointed Dr. Tsedal Neeley to the Board to fill an existing vacancy as a Class II director, to serve until the Company’s 2023 annual meeting of stockholders or until her successor is duly elected and qualified. On the same day, the Board also approved a board size increase, from eight (8) to nine (9) members, and appointed Ms. Ritcha Ranjan to the newly created seat as a Class III director, to serve until the Company’s 2021 annual meeting of stockholders or until her successor is duly elected and qualified.
The Company has entered into an indemnification agreement with each of Dr. Neeley and Ms. Ranjan in connection with their appointments to the Board, which is in substantially the same form as that entered into with the other directors of the Company and is incorporated herein by reference.
There is no arrangement or understanding pursuant to which Dr. Neeley or Ms. Ranjan was appointed to the Board. There are no family relationships between Dr. Neeley or Ms. Ranjan and any director or executive officer of the Company, and neither Dr. Neeley nor Ms. Ranjan have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Dr. Neeley and Ms. Ranjan’s compensation will be consistent with that provided to all of the Company’s non-employee directors. Under the Company’s current non-employee director compensation policy, Dr. Neeley and Ms. Ranjan will each receive an annual cash retainer of $45,000 for general availability and participation in meetings and conference calls of the Board. In connection with their initial appointments to the Board, Dr. Neeley and Ms. Ranjan will each receive an initial equity award with an aggregate value of $200,000, split equally in value between restricted stock units and options to purchase shares of common stock (issued with an exercise price equal to the fair market value of our common stock on the grant date), that each vest in equal quarterly installments over three years, provided, however, that all vesting ceases if Dr. Neeley or Ms. Ranjan, respectively, resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. The shares underlying the initial grant of restricted stock units and stock options may not be sold while Dr. Neeley or Ms. Ranjan, respectively, remains a Board member. At each annual meeting of our stockholders, so long as she has served as a director for at least the six months prior to such annual meeting of stockholders, Dr. Neeley and Ms. Ranjan, respectively, will receive an annual equity award in the form of restricted stock units, with an aggregate target value of $100,000, that vest in full after one year, provided, however, that all vesting ceases if Dr. Neeley or Ms. Ranjan, respectively, resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting.
| Item 7.01. | Regulation FD Disclosure. |
On August 19, 2020, the Company issued a press release announcing that Dr. Neeley and Ms. Ranjan have been appointed to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
